VANGUARD NATURAL RESOURCES, LLC
CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER,
CHIEF FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER
Amended: October 30, 2013
This Code of Ethics (“Code”) applies to the Chief Executive Officer, the Chief Financial
Officer and the Principal Accounting Officer (each, an “Officer” and collectively, the “Officers”)
of Vanguard Natural Resources, LLC (the “Company”).
The Code is subject to all applicable law.
Nothing in this Code is intended to require any action contrary to law. In the event that
the Code conflicts with any law, you must comply with the law. Nothing in the Code is intended
or will be considered (1) to amend the certificate of formation or limited liability company
agreement, as may be amended or restated from time to time (the “LLC Agreement”), of the
Company, (2) to change the legal duties imposed upon officers under state, federal and other
applicable statutes, rules and regulations, (3) to expand the liabilities of officers beyond
applicable law or (4) to affect any rights available to officers under state and other applicable law
or the Company’s certificate of formation or the LLC Agreement.
The Code may be amended, modified or waived from time to time.
This Code may be amended, modified or waived by the Board of Directors of the
Company. Any amendments, modifications or waivers of the Code will be promptly disclosed in
accordance with applicable securities laws and, if applicable, any listing standards to which the
Company is subject. This disclosure requirement also applies to any de facto waiver, where an
employee or officer violates the Code, but is not subjected to any internal sanctions.
You must comply with the policies and procedures of the Company, but in the event that a
policy or procedure conflicts with the Code, you must follow the Code.
This Code provides general guidelines and is intended to supplement, but not replace, the
policies and procedures of the Company. However, in the event that any policy or procedure of
the Company conflicts with the Code, you must comply with the Code.
You should consult the appropriate persons if you have any questions about the Code.
Any questions regarding the Code should be directed to the Board of Directors of the
Company.
1.
Honest and Ethical Conduct
Each Officer must demonstrate honest and ethical dealing in fulfilling his or her duties,
including the ethical handling of actual or apparent conflicts of interest between personal and
professional relationships in accordance with Company policies.
Officers and their family members are prohibited from accepting any personal loans from
the Company or allowing the Company to guarantee any of their personal obligations, except as
may be permitted and disclosed under applicable law.
2.
Full Disclosure
It is of critical importance that the Company’s public filings and disclosures be accurate
and timely. Each Officer is responsible for ensuring full, fair, accurate, timely and
understandable disclosure in reports and documents that the Company files with, or submits to,
the Securities and Exchange Commission (the “SEC”) and in other public communications made
by the Company. Accordingly, the Officers are expected to exercise the highest standard of care
in preparing such materials and to promptly bring to the attention of the Board of Directors of
the Company any material information of which he or she may become aware that affects the
disclosures made by the Company in its public filings and otherwise assist the appropriate
members of senior management in fulfilling their responsibilities as specified in the Company’s
policies relating to financial reporting and disclosure and internal control over financial
reporting. Each Officer must review each report required to be filed with the SEC before it is
filed. In addition, the Chief Executive Officer and Chief Financial Officer must review the
matters to be certified in each SEC report before making the required certifications.
Each Officer is prohibited from taking any action to improperly influence, coerce,
manipulate or mislead the Company’s internal or outside auditors or to prevent such persons from
performing a diligent audit of the Company’s financial statements.
3.
Compliance with Laws, Rules and Regulations (including insider trading laws)
Each Officer is required to comply with all governmental laws, rules and regulations,
including all “insider trading” prohibitions and disclosure obligations applicable to the Company
and its executive officers.
This Code does not summarize all laws, rules and regulations applicable to the Company
and the Officers. Each Officer is also required to comply with additional policies that the
Company may adopt from time to time on specific laws, rules and regulations.
4.
Reporting of Illegal or Unethical Behavior
Any Officer who believes that (1) violations of this Code or other illegal or unethical
conduct by employees, officers or directors of the Company have occurred or may occur or (2)
the Company’s financial disclosures are misleading as a result of accounting or auditing
irregularities, must promptly contact the Board of Directors of the Company. If these concerns
require confidentiality, such as providing anonymity for the source of information, the Officer
will make every effort to maintain such confidentiality, subject to applicable law, regulations or
legal proceedings.
US 2149585v.2
No Officer will engage in or permit retaliation against individuals who submit reports
through proper procedures, in good faith, of actual or suspected violations of this Code, other
illegal or unethical conduct, or accounting and auditing irregularities.
5.
Accountability for Adherence to this Code
Each Officer is responsible for adhering to this Code. Any Officer who violates this Code
will be subject to appropriate disciplinary action. The Company will also take disciplinary action
against any Officer who retaliates directly or indirectly against any employee, officer or director
who reports actual or suspected violations of this Code.
VANGUARD NATURAL RESOURCES, LLC
Acknowledgment of Receipt of
Code of Ethics for Chief Executive Officer,
Chief Financial Officer and Principal Accounting Officer
I hereby acknowledge receipt of a copy of the “Code of Ethics for Chief Executive
Officer, Chief Financial Officer and Principal Accounting Officer” of Vanguard Natural
Resources, LLC (the “Company”), which applies to my professional and personal dealings with
the Company. By executing this Acknowledgment, I acknowledge that I have read and
understand the Company’s Code of Ethics for Chief Executive Officer, Chief Financial Officer
and Principal Accounting Officer and agree to be bound by all provisions therein. I further
acknowledge that I am now, and at all relevant times have been, in compliance with its
provisions.
Acknowledged and Agreed:
(Signature)
Printed Name
(Date)